Statement of Changes in Beneficial Ownership (4)
22 June 2021 - 9:02AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Kolchinsky Peter |
2. Issuer Name and Ticker or Trading Symbol
Forma Therapeutics Holdings, Inc.
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FMTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/17/2021 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/17/2021 | | A | | 2750 (1) | A | $0.00 | 2750 | D (2) | |
Common Stock | | | | | | | | 9011651 (3) | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $25.35 | 6/17/2021 | | A | | 8375 | | (5) | 6/16/2031 | Common Stock | 8375 | $0.00 | 8375 | D (2) | |
Explanation of Responses: |
(1) | These shares represent restricted stock units and will be settled into common stock upon vesting. Each restricted stock unit would be converted into one share of FMTX common stock. |
(2) | Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option and restricted share units for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and restricted share units, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option, restricted share units and the underlying common stock. |
(3) | Includes (a) 7,500,226 shares held by the Fund and (b) 1,511,425 shares held by the Nexus Fund. |
(4) | The Adviser is the investment manager for the Fund and the Nexus Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which the Reporting Person and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Reporting Person and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
(5) | This option shall vest and become exercisable in full upon the earlier to occur of (i) June 17, 2022 and (ii) the next annual meeting of the Issuer's stockholders. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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Signatures
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/s/ Jeannette Potts, as Attorney-in-Fact | | 6/21/2021 |
**Signature of Reporting Person | Date |
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